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Abraham Lincoln to William Martin, 6 March 18511
Hon: Wm MartinDear Sir:
Yours of March— with it's inclosures, was received yesterday– I agree with the New-York lawyer, that it is best not to amend the minutes– In my view, if there were no minutes— no entries in writing— of the calls, then we could prove by parol2 that the Directors required the payments, and procured the publication of notices of them in the papers–3 My difficulty was that the calls being entered of record, and that fact getting out in evidence, we could not proceed without producing the record– If I am right in this, it follows that if the records, when produced, are defective, the defects can be supplied by parol–
If any of my cases are brought trial at the ensuing term, I shall need the minutes of the Commissioners, together with the witness to identify them as you suggest– I shall also want the printers certificate, and if not too inconvenient, a living witness also, to prove the publication for the calls– The reason I say if, is, that another of my victims, J. M. Burkhardt, has "caved in" and paid his instalments— still another, Joseph Klein, probably will; and the remaining one, James A. Barret, as I wrote you, is proposing terms– In addition to all this, I can not be ready unless the Secretary comes on with his books–4 If I find I shall need the proof from Alton I will write you again– As to Barret, if the Board think they have the power, I rather think they would better accept his terms– Mr Lyon thinks the change of the location of road makes a serious question as to the release of stock-holders, and Barret is the only one I have heard of who is disposed to make the question– I think, Mr Lyons’ opinion notwithstanding, that the change will not work a release; but still it is better to get along peaceably if possible–5

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I have not time now to review your declaration as you desire, but I have no doubt it is right, or at least as nearly right as I could make it, before I get some rubbing by an adversary in court–
Your despach is just here–6 On the question of the competency of a Stockholder to testify in these suits I send you. 4 Watts & Serg[Sergeant]: 393– This book is not here, & I find a reference to it in the Suplt[Supplement] U.S. Dig[Digest]: Vol.[Volume] 2 page 976, Sec.[Section] 405–
I also send you 7 Dana 99– This case is full and plump; and is, perhaps, the only reported case, exactly in point– There is no case against us– There are many deciding that a Stockholder is incompetent for the corporation; but they are all in cases where strangers & not members of the corporation, were suing or being sued–7
Yours as everA. Lincoln
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SPRINGFIELD Ill.[Illinois]
MAR[March] 7
5
Hon: Wm MartinAltonIllinois–
[endorsement]
A. Lincoln
March 1851.8
1Abraham Lincoln wrote and signed this letter, including the address on the last sheet, which was folded to create an envelope.
2Oral or verbal, as in parol testimony, parol pleading, and parol contracts.
John Bouvier, A Law Dictionary Adapted to the Constitution and Laws of the United States of America (Philadelphia: T. & J. W. Johnson, 1843), 2:262.
3Lincoln references the directors of the Alton & Sangamon Railroad Company.
Illinois law provided that “when any notice or advertisement shall be required by law, or the order of any court, to be published in any newspaper, the certificate of the printer or publisher, with a written or printed copy of such advertisement annexed, stating the number of papers in which the same shall have been published, and the dates of the first and last papers containing the same, shall be sufficient evidence of the publication therein set forth.” Section fourteen of the railroad’s charter required the directors to give notice of the payments required as least ninety days previous to date of payment, in newspapers in the locations where notice for opening the books for subscriptions had been published. St. Louis, Springfield, and Alton were the cities where the incorporators published notices for subscriptions.
“An Act Concerning the Publication of Advertisements,” 28 December 1826, Revised Laws of Illinois (1833), 62-63; “An Act to Construct a Railroad from Alton, in Madison County, to Springfield, in Sangamon County,” 27 February 1847, Private and Special Laws of Illinois (1847), 148.
4On February 26, Lincoln wrote Isaac Gibson, secretary of the railroad, requesting that he bring the books of the corporation and appear before the Sangamon County Circuit Court at the opening of its spring session on March 17. Gibson responded to this letter on March 15 with a telegram and a letter, relating that it would be impossible for him to appear before the Sangamon County Circuit Court in March 1851.
5Mr. Lyon could not be positively identified. He may have been the New York lawyer to whom Lincoln referred at the beginning of the letter.
Lincoln references in this and the previous paragraph legal work for the Alton & Sangamon Railroad Company, which had retained Lincoln & Herndon to collect balances due on shares of capital stock purchased by stockholders. The Illinois General Assembly chartered the railroad in February 1847 to construct and operate a railroad between Alton, Illinois, via New Berlin, and Springfield, Illinois. Section two of the company’s charter allowed the incorporators to issue $500,000 in stock at $100 per share, and section six required subscribers to purchase stock by paying $5 on each share subscribed at the time of subscribing and the balance in installments called for by a board of directors. The incorporators opened subscription for stock in May 1847, and James A. Barret purchased thirty shares ($3,000), Joseph Klein, Sr. five shares ($500), and John M. Burkhardt five shares ($500). Barret also owned 4,215 acres of land in southwestern Sangamon County, Illinois, which bordered the proposed route. On January 29, 1851, however, the General Assembly altered the charter to allow the company to construct the road on a more direct route, bypassing the property of several stockholders, including Barret. Believing that the change in route voided their subscription agreements, Barret, Klein, Burkhardt, and other investors refused to pay their remaining installments, and the company hired Lincoln & Herndon to collect the full subscriptions. Barret, Klein, Burkhardt, and several other delinquent subscribers were from Sangamon County, and thirty-seven were from Madison County, Illinois. William Martin was among the incorporators.
Lincoln also planned to bring suit against Sangamon County resident Thomas J. Kirkpatrick, but he wrote Martin on February 19 that Kirkpatrick, like Burkhardt, had paid his installments, and the railroad dismissed its case against him. Lincoln wrote Martin on February 27 that Barret had proposed a settlement where he paid for fifteen shares if the railroad would release him from the other fifteen shares.
Illinois law provided that “when any notice or advertisement shall be required by law, or the order of any court, to be published in any newspaper, the certificate of the printer or publisher, with a written or printed copy of such advertisement annexed, stating the number of papers in which the same shall have been published, and the dates of the first and last papers containing the same, shall be sufficient evidence of the publication therein set forth.” Section fourteen of the railroad’s charter made it “lawful for the directors to require payment of the sums subscribed to the capital stock at such times, and in such proportions, and on such conditions as they shall deem fit,” but required the directors to give notice of the payments required at least ninety days previous to date of payment, in newspapers in the locations where notice for opening the books for subscriptions had been published. St. Louis, Springfield, and Alton were the cities where the incorporators published notices for subscriptions.
"An Act to Construct a Railroad from Alton, in Madison County, to Springfield, in Sangamon County," 27 February 1847, 144-49; Alton & Sangamon Railroad Stock Subscription Book; List of Stock Subscriptions, Document ID: 93972, Alton & Sangamon RR v. Barret, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, 2d edition (Springfield: Illinois Historic Preservation Agency, 2009), http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138164; “An Act to Amend the Charter of the Alton and Sangamon Railroad Company,” 29 January 1851, Private Laws of Illinois (1851), 35; “An Act Concerning the Publication of Advertisements,” 28 December 1826, Revised Laws of Illinois (1833), 62-63; Declaration, Praecipe, Document ID: 4786; Order, Document ID: 5224, Alton & Sangamon RR v. Kirkpatrick, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138126; Alton & Sangamon RR v. Klein, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138127; Declaration, Document ID: 4789; Order, Document ID: 5225, Alton & Sangamon RR v. Burkhardt, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138122. For full treatment of these cases, see Daniel W. Stowell et al., eds., The Papers of Abraham Lincoln: Legal Documents and Cases (Charlottesville: University of Virginia Press, 2008), 2:172-210.
6Martin’s telegram is not extant.
7Lincoln’s enclosures were not found with this letter and have not been located. Lincoln provides Martin with legal precedents from cases in Pennsylvania and Kentucky on the competency of stockholders as witnesses in legal proceedings. Martin was concerned about the competency of stockholders as witnesses because he was preparing to offer testimony himself, as an Alton & Sangamon Railroad stockholder, in the railroad’s case against one delinquent stockholder in Madison County.
Barret refused to settle, and in March 1851, the railroad sued Barret in the Sangamon County Circuit Court in an action of assumpsit to collect the balance due on the thirty shares of capital stock. In November, the court ruled for the railroad, and awarded it $1,351. Barret appealed to the Illinois Supreme Court, which affirmed the judgment in December, establishing an important precedent for subsequent stock subscription cases. Justice Samuel H. Treat, who wrote the opinion for the court, relied on Lincoln’s legal citations and argument, reasoning that unforeseen construction problems concerning a public improvement could not be fully known when the General Assembly granted a charter. Therefore, the General Assembly might remedy the situation by amending the charter without the consent of all the incorporators. Treat concluded that a "few obstinate stockholders should not be permitted to deprive the public and the company of the advantages that will result from a superior and less expensive route." The development of Lincoln's argument is clear from letters that Lincoln wrote Martin between March and August 1851. Lincoln wrote Martin an additional ten letters relating to these cases.
In March 1851, the railroad also sued Klein in the Sangamon County Circuit Court in an action of assumpsit to recover five installments totaling $175 on his five shares of stock. In November, the court ruled for the railroad, and awarded it $175. Klein appealed to the Illinois Supreme Court, where he was represented by Stephen T. Logan. Logan argued that the subscription was void because Klein, instead of paying the $5 per share subscribed at the time of subscribing, had signed a promissory note for the $25, which he paid before the railroad closed the subscription books. Logan further argued that Klein had the right to rescind the subscription contract by forfeiting his $25. The Supreme Court rejected Logan's arguments and affirmed the judgment. Justice Treat stated that Klein was a subscriber because he paid his promissory note before the railroad closed its subscription books. According to Treat, Klein's "contract was then complete, and his liability fixed." Treat also rejected the forfeiture argument by stating that the "right of forfeiture belongs exclusively to the corporation. It was conferred as an additional remedy, to enforce payment from stockholders." The Klein appeal confirmed the precedent that Lincoln had established in Barret v. Alton and Sangamon Railroad: individuals could not void their stock subscriptions unless there were substantial changes in the corporation charter.
Union Canal Company v. Loyd et al. Pa. (4 Watts and Sergeant) (1842) 393-400; John Phelps Putnam, A Supplement to the United States Digest (Boston: Charles C. Little & James Brown, 1847), 2:976; The Danville, Lancaster & Nicholasville Turnpike Road Company v. Burdett, 27 Ky. (7 Dana) (1838) 99-101; Circuit Court Transcript, 11 December 1851, Ryder v. Alton & Sangamon Railroad, case file 2208, Illinois Supreme Court, Illinois State Archives, Springfield, IL; Daniel W. Stowell et al., eds., The Papers of Abraham Lincoln: Legal Documents and Cases, 2:177; Alton & Sangamon RR v. Barret, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138164; Barret v. Alton & Sangamon RR, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138165; Alton & Sangamon RR v. Klein, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138127; Klein v. Alton & Sangamon RR, Martha L. Benner and Cullom Davis et al., eds., The Law Practice of Abraham Lincoln: Complete Documentary Edition, http://www.lawpracticeofabrahamlincoln.org/Details.aspx?case=138128. For full treatment of these cases, see Daniel W. Stowell et al., eds., The Papers of Abraham Lincoln: Legal Documents and Cases, 2:172-210. For the Illinois Supreme Court decisions in the Barret and Klein cases, see James A. Barret v. The Alton & Sangamon Railroad Company, 13 Ill. (Peck) (1851) 504-14; Joseph Klein v. The Alton & Sangamon Railroad Company, 13 Ill. (Peck) (1851) 514-16; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin; Abraham Lincoln to William Martin.
8Martin wrote this docketing.

Autograph Letter Signed, 4 page(s), Box 4, Lincoln Collection, Abraham Lincoln Presidential Library and Museum (Springfield, IL).